UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   Quarterly report pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the period ended March 31, 1998 or

[  ]   Transition report pursuant to Section 13 or 15 (d) of  the
Securities Exchange Act of 1934
For the transition period from ________________to_____________.

Commission file number 0-13298

                DEAN WITTER CORNERSTONE FUND II
  (Exact name of registrant as specified in its charter)


                 New   York                            13-3212871
(State or other jurisdiction of              (I.R.S. Employer
incorporation  or organization)                    Identification
No.)


c/o Demeter Management Corporation
Two   World  Trade  Center,  62  Fl.  New  York,  NY        10048
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code (212) 392-5454

(Former  name, former address, and former fiscal year, if changed
since last report)


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.


Yes    X            No











<PAGE>
<TABLE>
                                
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                         March 31, 1998
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                         <C>
Item 1. Financial Statements

   Statements of Financial Condition March 31, 1998
   (Unaudited) and December 31, 1997..........................2

   Statements of Operations for the Quarters Ended
   March 31, 1998 and 1997 (Unaudited)........................3

   Statements of Changes in Partners' Capital for the
   Quarters Ended March 31, 1998 and 1997
   (Unaudited)................................................4

   Statements of Cash Flows for the Quarters Ended
   March 31, 1998 and 1997 (Unaudited)........................5

   Notes to Financial Statements (Unaudited)...............6-11

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations.............. 12-15

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................16-17

Item 2.  Changes in Securities and Use of Proceeds........17-19

Item  6.   Exhibits  and  Reports on Form  8-K...................
 .20



</TABLE>














<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION
                  ITEM 1. FINANCIAL STATEMENTS

                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION
<CAPTION>

                                     March 31,     December 31,
                                        1998           1997
                                         $              $
                                    (Unaudited)
ASSETS
<S>                               <C>              <C>
Equity in Commodity futures trading accounts:
 Cash                               27,945,885    29,293,294
 Net unrealized gain on open contracts   1,047,487    2,003,679

 Total Trading Equity               28,993,372     31,296,973

 Interest receivable (DWR)              97,726        106,167
 Due from DWR                           71,406         27,883

 Total Assets                       29,162,504     31,431,023


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                   216,660     199,022
 Accrued management fees                96,787     104,350
 Common administrative expenses payable     29,744     21,640
 Accrued incentive fees               -            618,270

 Total Liabilities                     343,191     943,282


Partners' Capital

 Limited Partners (7,851.739 and
  7,967.401 Units, respectively)    28,042,859   29,677,943
 General Partner (217.400 Units)       776,454      809,798

 Total Partners' Capital            28,819,313   30,487,741

 Total Liabilities and Partners' Capital  29,162,50431,431,023


NET ASSET VALUE PER UNIT              3,571.55     3,724.92

<FN>
        The accompanying footnotes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>



                                For the Quarters Ended March 31,

                                       1998            1997
                                        $            $
REVENUES
<S>                                          <C>            <C>
 Trading profit (loss):
 Realized                            82,266     2,913,866
 Net change in unrealized           (956,192)       30,702

      Total Trading Results         (873,926)   2,944,568

    Interest Income (DWR)           307,482       319,898

      Total Revenues                (566,444)   3,264,466


EXPENSES

    Brokerage commissions (DWR)       349,130     288,302
      Management fees                 295,273    284,584
    Transaction fees and costs         32,877     29,161
    Administrative expenses             8,104       11,527
    Incentive fees                     -          349,649
      Total Expenses                  685,384      963,223

NET INCOME (LOSS)                 (1,251,828)   2,301,243


NET INCOME (LOSS) ALLOCATION

    Limited Partners              (1,218,484)   2,246,685
    General Partner                  (33,344)      54,558


NET INCOME (LOSS) PER UNIT

    Limited Partners                 (153.37)      250.96
    General Partner                  (153.37)      250.96


<FN>
        The accompanying footnotes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
        For the Quarters Ended March 31, 1998 and 1997
                           (Unaudited)


<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total

<S>                     <C>              <C>                  <C>
<C>
Partners' Capital
    December  31,  1996      9,205.342    $28,360,195    $685,975
$29,046,170

Offering of Units           91.201      304,200  -        304,200

Net Income                     -     2,246,685  54,558    2,301,2
43
Redemptions                (342.414)       (1,151,016)          -
(1,151,016)

Partners' Capital
   March  31, 1997       8,954.129      $29,760,064      $740,533
$30,500,597




Partners' Capital
   December 31, 1997      8,184.801$29,677,943  $809,798   $30,48
7,741

Offering of Units             8.044      29,966   -         29,966

Net Loss                        -  (1,218,484) (33,344) (1,251,82
8)

Redemptions                 (123.706)      (446,566)            -
(446,566)

Partners' Capital
   March  31, 1998          8,069.139   $28,042,859      $776,454
$28,819,313



<FN>




         The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>




<PAGE>
<TABLE>

                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)




<CAPTION>

                                For the Quarters Ended March 31,

                                       1998            1997
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                        <C>               <C>
 Net income (loss)                (1,251,828) 2,301,243
 Noncash item included in net income (loss):
    Net change in unrealized        956,192     (30,702)

 (Increase) decrease in operating assets:
    Interest receivable (DWR)         8,441      (15,807)
    Due from DWR                     (43,523)   123,327

 Increase (decrease) in operating liabilities:
    Accrued management fees           (7,563)   (18,812)
    Common administrative expenses payable8,104  11,527
    Accrued incentive fees          (618,270)    28,903
    Accrued brokerage commissions (DWR)-         (48,055)
          Accrued      transaction      fees      and       costs
-                                    (2,872)

 Net cash provided by (used for) operating activities   (948,447)
2,348,752


CASH FLOWS FROM FINANCING ACTIVITIES

 Offering of units                   29,966     304,200
 Increase in redemptions payable     17,638     172,101
 Redemptions of units               (446,566) (1,151,016)

 Net cash used for financing activities   (398,962)   (674,715)


 Net increase (decrease) in cash  (1,347,409) 1,674,037

 Balance at beginning of period  29,293,294  28,509,266

 Balance at end of period        27,945,885   30,183,303


<FN>
        The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>
<PAGE>
                 DEAN WITTER CORNERSTONE FUND II

                  NOTES TO FINANCIAL STATEMENTS

                           (Unaudited)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Dean Witter Cornerstone

Fund  II  (the  "Partnership").   The  financial  statements  and

condensed  notes  herein should be read in conjunction  with  the

Partnership's December 31, 1997 Annual Report on Form 10-K.



1. Organization

Dean   Witter  Cornerstone  Fund  II  is  a  limited  partnership

organized  to  engage  in the speculative  trading  of  commodity

futures  contracts  and forward contracts on foreign  currencies.

The  Partnership  is  one of the Dean Witter  Cornerstone  Funds,

comprised  of  Dean  Witter  Cornerstone  Fund  II,  Dean  Witter

Cornerstone Fund III, and Dean Witter Cornerstone Fund  IV.   The

general   partner  for  the  Partnership  is  Demeter  Management

Corporation  ("Demeter").  The non-clearing commodity  broker  is

Dean  Witter Reynolds Inc. ("DWR"), with an unaffiliated  broker,

Carr  Futures,  Inc. ("Carr"), providing clearing  and  execution

services.  Both Demeter and DWR are wholly-owned subsidiaries  of

Morgan  Stanley Dean Witter & Co. ("MSDW").  The trading advisors

who make all trading decisions for the Partnership are Northfield

Trading L.P. and John W. Henry & Company, Inc. ("JWH").







<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)




2. Related Party Transactions

The  Partnership's  cash  is on deposit  with  DWR  and  Carr  in

commodity trading accounts to meet margin requirements as needed.

DWR  pays  interest on these funds based on current 13-week  U.S.

Treasury   Bill  rates.  Brokerage  expenses  incurred   by   the

Partnership are paid to DWR.


3.  Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices, commodities and currencies.  Futures  and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specific date and  price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate  volatility.  At March 31, 1998 and December 31, 1997,  open

contracts were:



                                

                                

                                

                                

                                

                                

                                

<PAGE>
                DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)



                                Contract or Notional Amount
                            March 31, 1998   December 31, 1997
                                    $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase      6,386,000         30,057,000
   Commitments to Sell         41,282,000         13,539,000
 Commodity Futures:
   Commitments to Purchase      3,568,000          6,148,000
   Commitments to Sell         11,772,000         15,082,000
 Foreign Futures:
   Commitments to Purchase     32,258,000         25,543,000
   Commitments to Sell         21,388,000         20,799,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase     19,404,000         17,705,000
   Commitments to Sell         34,216,000         46,518,000


A  portion of the amounts indicated as off-balance-sheet risk  in

forward   currency   contracts  is  due  to  offsetting   forward

commitments to purchase and to sell the same currency on the same

date   in   the   future.   These  commitments  are  economically

offsetting,  but are not offset in the forward market  until  the

settlement date.


The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled $1,047,487 and

$2,003,679 at March 31, 1998 and December 31, 1997, respectively.



Of  the $1,047,487 net unrealized gain on open contracts at March

31,  1998,  $436,549 related to exchange-traded futures contracts

and  $610,938  related  to off-exchange-traded  forward  currency

contracts.

<PAGE>

                DEAN WITTER CORNERSTONE FUND II

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)




Of  the  $2,003,679  net unrealized gain  on  open  contracts  at

December 31, 1997, $1,675,343 related to exchange-traded  futures

contracts  and  $328,336  related to off-exchange-traded  forward

currency contracts.


Exchange-traded-futures  contracts held  by  the  Partnership  at

March  31,  1998  and December 31, 1997 mature  through  December

1998. Off-exchange-traded forward currency contracts held by  the

Partnership  at  March  31,  1998 and December  31,  1997  mature

through June 1998 and March 1998, respectively.



The   contract   amounts  in  the  above  table   represent   the

Partnership's  extent of involvement in the particular  class  of

financial  instrument, but not the credit  risk  associated  with

counterparty  nonperformance.  The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.



The  Partnership also has credit risk because either DWR or  Carr

acts as the futures commission merchant or the counterparty, with

respect  to  most  of the Partnership's assets.  Exchange  traded

futures  contracts  are marked to market on a daily  basis,  with

variations in value settled on a daily basis.  DWR and  Carr,  as

the  futures  commission merchants for all of  the  Partnership's

exchange-traded futures and option contracts, are required

<PAGE>
                 DEAN WITTER CORNERSTONE FUND II

            NOTES TO FINANCIAL STATEMENTS (CONTINUED)



pursuant   to  regulations  of  the  Commodity  Futures   Trading

Commission  ("CFTC") to segregate from their own assets  and  for

the sole benefit of their commodity customers, all funds held  by

them with respect to exchange-traded futures and option contracts

including an amount equal to the net unrealized gain on all  open

futures and option contracts, which funds totaled $28,382,434 and

$30,968,637   at   March  31,  1998  and   December   31,   1997,

respectively.  With  respect  to the Partnership's  off-exchange-

traded  forward currency forward contracts, there  are  no  daily

settlements  of variations in value nor is there any  requirement

that  an  amount equal to the net unrealized gain on open forward

contracts  be  segregated.  With respect to  those  off-exchange-

traded forward currency contracts, the Partnership is at risk  to

the  ability  of  Carr,  the sole counterparty  on  all  of  such

contracts,  to perform. Carr's parent, Credit Agricole  Indosuez,

has guaranteed Carr's obligations to the Partnership.



















<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

            NOTES TO FINANCIAL STATEMENTS (CONCLUDED)





For  the quarter ended March 31, 1998 and the year ended December

31,  1997,  the average fair value of financial instruments  held

for trading purposes was as follows:



                                           March 31, 1998
                                       Assets        Liabilities
                                         $                $

Exchange-Traded Contracts:
  Financial Futures                  25,096,000       15,217,000
  Commodity Futures                   5,415,000       12,441,000
  Foreign Futures                    35,598,000       11,537,000
Off-Exchange-Traded Forward
 Currency Contracts                  41,481,000       60,550,000


                                          December 31, 1997
                                       Assets         Liabilities
                                         $                  $

Exchange-Traded Contracts:
  Financial Futures                  32,004,000       25,556,000
  Commodity Futures                  14,417,000       12,696,000
  Foreign Futures                    26,042,000       10,396,000
Off-Exchange-Traded Forward
 Currency Contracts                  36,907,000       46,749,000















<PAGE>
Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Liquidity.  The  Partnership's assets are deposited  in  separate

commodity  trading  accounts with DWR  and  Carr,  the  commodity

brokers,  and are used by the Partnership as margin to engage  in

trading  commodity  futures contracts and  forward  contracts  on

foreign  currencies.  DWR and Carr hold  such  assets  at  either

designated depositories or in securities approved by the CFTC for

investment of customer funds.  The Partnership's assets  held  by

DWR  and  Carr may be used as margin solely for the Partnership's

trading.   Since the Partnership's sole purpose is  to  trade  in

commodity futures contracts and other commodity interests, it  is

expected  that the Partnership will continue to own  such  liquid

assets for margin purposes.



The  Partnership's investment in commodity futures contracts  and

other  commodity interests may be illiquid.  If the price  for  a

futures  contract  for a particular commodity  has  increased  or

decreased  by an amount equal to the "daily limit", positions  in

the  commodity can neither be taken nor liquidated unless traders

are  willing to effect trades at or within the limit.   Commodity

futures  prices  have  occasionally moved  the  daily  limit  for

several  consecutive days with little or no trading. Such  market

conditions   could   prevent   the  Partnership   from   promptly

liquidating its commodity futures positions.

                                

There  is  no limitation on daily price moves in trading  forward

contracts on foreign currencies.  The markets for some world

<PAGE>

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



Capital  Resources.  The Partnership does not have, nor  does  it

expect to have, any capital assets.  Redemptions and exchanges of

additional Units of Limited Partnership in the future will affect

the  amount  of  funds  available for investments  in  subsequent

periods.   As  redemptions  are  at  the  discretion  of  Limited

Partners,  it  is  not  possible  to  estimate  the  amount   and

therefore, the impact of future redemptions.

                                
Results of Operations

For the Quarter Ended March 31, 1998

For  the  quarter  ended March 31, 1998, the Partnership's  total

trading  losses net of interest income were $566,444. During  the

first quarter, the Partnership recorded a loss in Net Asset Value

per  Unit.   The  most significant losses were  experienced  from

short  Japanese  yen positions as the value of the  yen  reversed

higher  versus the U.S. dollar during January and early  February

after  trending lower previously.  Smaller currency  losses  were

recorded  from inconsistent movement in the value  of  the  South

African  rand during January and March.  Currency gains  recorded

during March from short Swiss franc and German mark positions, as

the value of these currencies weakened versus the U.S. dollar,

<PAGE>

offset  a portion of these losses.  In financial futures,  losses

were  recorded  from  trading Nikkei Index  futures  as  Japanese

equity  prices moved in a short-term volatile pattern  throughout

the  quarter  amid  uncertainty regarding  an  economic  stimulus

package.  These losses were partially offset by gains  from  long

European  bond futures as prices in these markets trended  higher

during  a  majority of the quarter.  Smaller losses were recorded

in  metals  from short gold futures positions during  January  as

gold  prices  reversed higher after trending  lower  in  previous

months.   A portion of the Partnership's overall losses  for  the

quarter  were  offset  by  gains from  short  crude  oil  futures

positions  as  oil prices trended lower during January,  February

and  early  March.  Total expenses for the quarter were $685,384,

resulting  in  a  net  loss  of  $1,251,828.   The  value  of  an

individual  Unit in the Partnership decreased from  $3,724.92  at

December 1997 to $3,571.55 at March 31, 1998.



For the Quarter Ended March 31, 1997

For  the  quarter  ended March 31, 1997, the Partnership's  total

trading  revenues  including  interest  income  were  $3,264,466.

During  the first quarter, the Partnership posted an increase  in

Net  Asset  Value  per  Unit.  The most  significant  gains  were

recorded  in  currency trading as the value of  the  U.S.  dollar

increased relative to most other world currencies during  January

and  February.  This upward move in value resulted in gains  from

short   positions  in  the  Japanese  yen,  most  major  European

currencies,  as  well as the Singapore dollar.  Smaller  currency

gains were recorded during March from short positions in the

<PAGE>

Japanese  yen  and  Singapore dollar, as the value  of  the  U.S.

dollar  continued  to  strengthen relative to  these  currencies.

Gains  were  also recorded in the soft commodities  markets  from

long  coffee  futures  positions as prices  moved  higher  during

January  and  February.  In metals, a decline in gold  prices  to

their  lowest levels in over three years, resulted in  additional

profits being recorded during January.  A portion of the gains in

the  first  quarter was offset by losses recorded in  the  energy

markets during January and March as oil and gas prices moved in a

short-term  volatile  pattern.   Losses  were  recorded  in   the

financial  futures markets during February and  March  as  global

interest  rate futures prices moved in a choppy pattern.  Smaller

losses were recorded in the agricultural futures markets.   Total

expenses  for the period were $963,223, generating net income  of

$2,301,243.   The value of an individual Unit in the  Partnership

increased  from  $3,155.36 at December 31, 1996 to  $3,406.32  at

March 31, 1997.
























<PAGE>
                  PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

On  September 6, 10, and 20, 1996, and on March 13, 1997, similar

purported class actions were filed in the Superior Court  of  the

State  of  California, County of Los Angeles, on  behalf  of  all

purchasers  of  interests in limited partnership commodity  pools

sold  by DWR.  Named defendants include DWR, Demeter, Dean Witter

Futures  &  Currency  Management Inc., MSDW,  (all  such  parties

referred  to  hereafter  as  the  "Dean  Witter  Parties"),   the

Partnership, certain other limited partnership commodity pools of

which  Demeter  is  the  general  partner,  and  certain  trading

advisors  (including JWH) to those pools.  On June 16, 1997,  the

plaintiffs  in  the  above actions filed a  consolidated  amended

complaint,  alleging,  among other things,  that  the  defendants

committed  fraud,  deceit,  negligent misrepresentation,  various

violations  of the California Corporations Code, intentional  and

negligent  breach  of  fiduciary  duty,  fraudulent  and   unfair

business practices, unjust enrichment, and conversion in the sale

and  operation  of  the  various limited  partnerships  commodity

pools.   Similar  purported  class actions  were  also  filed  on

September 18 and 20, 1996, in the Supreme Court of the  State  of

New  York,  New  York County, and on November  14,  1996  in  the

Superior  Court  of  the State of Delaware,  New  Castle  County,

against  the  Dean  Witter Parties and certain  trading  advisors

(including  JWH)  on  behalf of all purchasers  of  interests  in

various  limited  partnership  commodity  pools,  including   the

Partnership, sold by DWR. A consolidated and amended complaint in

the action pending in the

                                

<PAGE>

Supreme  Court of the State of New York was filed on  August  13,

1997,  alleging  that the defendants committed fraud,  breach  of

fiduciary duty, and negligent misrepresentation in the  sale  and

operation of the various limited partnership commodity pools.  On

December  16,  1997,  upon motion of the plaintiffs,  the  action

pending  in  the  Superior Court of the  State  of  Delaware  was

voluntarily  dismissed without prejudice.   The  complaints  seek

unspecified  amounts  of compensatory and  punitive  damages  and

other relief. It is possible that additional similar actions  may

be  filed and that, in the course of these actions, other parties

could  be  added  as defendants. The Dean Witter Parties  believe

that  they and the Partnership have strong defenses to, and  they

will  vigorously  contest, the actions.   Although  the  ultimate

outcome  of legal proceedings cannot be predicted with certainty,

it  is the opinion of management of the Dean Witter Parties  that

the  resolution  of the actions will not have a material  adverse

effect on the financial condition or the results of operations of

any of the Dean Witter Parties or the Partnership.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Dean  Witter  Cornerstone  Fund I ("Cornerstone  I");  Dean  Witter

Cornerstone Fund II ("Cornerstone II"), and Dean Witter Cornerstone

III  ("Cornerstone III") collectively registered 250,000  Units  of

Limited  Partnership Interest ("Units") pursuant to a  Registration

Statement on Form S-1, which became effective on May 31, 1984  (the

"Registration  Statement")  (SEC File  Numbers  2-88587;  88587-01;

88587-02).   As  contemplated  in the  Registration  Statement,  an

additional fund, Dean Witter Cornerstone Fund IV ("Cornerstone IV"

<PAGE>

and,   collectively   with  Cornerstone  I,  Cornerstone   II   and

Cornerstone  III,  the "Partnerships") was registered  pursuant  to

Post-Effective Amendment No. 5 to the Registration Statement, which

became effective on February 6, 1987.  The managing underwriter for

the Partnerships is DWR.


The  offering for Cornerstone II originally commenced  on  May  31,

1984  and  currently continues, with 41,701.582 Units sold  through

March   31,  1998.   Through  March  31,  1998,  an  aggregate   of

235,388.674  Units  of  the  Partnership  have  been  sold  leaving

14,611.326 Units remaining available for sale as of April 1, 1998.



The  aggregate  offering amount registered was $262,496,000,  based

upon  the initial offering price of $1,050 per Unit ($1,000 initial

Net  Asset Value per Unit, plus a $50 per Unit sales charge on  all

but  80  Units sold to the Partnerships' initial trading  managers)

during  the  Initial  Offering periods  of  May  31,  1984  through

November 30, 1984 with respect to Cornerstone I, Cornerstone II and

Cornerstone  III,  and February 6, 1987 through May  6,  1987  with

respect to Cornerstone IV.

                                

After  the  respective  Initial  Offering  Periods,  Units  in  the

Partnerships  were sold at 107.625% of Net Asset  Value  per  unit,

including a charge for offering expenses of 2.5% of Net Asset Value

per  Unit,  and  a sales charge of 5% of the sum of the  Net  Asset

Value  per  Unit and the charge for offering expenses,  during  the

"Continuing Offering".

                                

<PAGE>

The  aggregate  price  of Units sold through March  31,  1998  with

respect to Cornerstone II is $65,634,485.



Effective September 30, 1984, Cornerstone II, Cornerstone  III  and

Cornerstone IV were closed to new investors; Units have  been  sold

since  then solely in "Exchanges" with existing investors, at  100%

of  Net  Asset Value per Unit. DWR has been paying all expenses  in

connection  with  the offering of Units since September  30,  1994,

without reimbursement.






































<PAGE>





Item 6.  Exhibits and Reports on Form 8-K

      A)  Exhibits. - None.

      B)  Reports on Form 8-K. - None.














































<PAGE>



                           SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.




                               Dean Witter Cornerstone Fund II
                                        (Registrant)

                               By: Demeter Management Corporation
                                       (General Partner)

May 11, 1998                   By:
                               Patti L. Behnke
                                        Chief Financial Officer




The  General  Partner which signed the above is  the  only  party
authorized  to  act  for the Registrant.  The Registrant  has  no
principal   executive  officer,  principal   financial   officer,
controller, or principal accounting officer and has no  Board  of
Directors.